Protecting Shareholder Assets: Leveraging the Corporate Minute Book

This article explains the essential role of the corporate minute book in safeguarding corporate shareholders from personal liability. The contents of a corporate minute book serve as a powerful tool that establishes and reinforces the crucial separat… Read More
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Avoiding Effective Date Confusion

Imagine that… Three years from now you want to terminate a contract for your business. The termination clause is clear — written notice must be given to the other party at least 30 days before the third anniversary of the Effective Date. You… Read More
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Categories: Business Contracts

A ROADMAP FOR SMALL BUSINESS ASSET PURCHASE AGREEMENTS

Asset purchase and sale transactions may be complicated, with hundreds of pages of contracts, schedules, exhibits, and appendices. Or transactions may be relatively short, with just a few key documents. Either way, each acquisition is unique and vari… Read More
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Categories: Acquisitions

RED FLAGS IN ACQUISITION TRANSACTIONS

Generally, small business acquisition transactions can be separated into two buckets: Bucket One. From start to finish, the transaction stays the course. There are some hiccups along the way but the parties (including the attorneys – gasp!) all… Read More
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Categories: Acquisitions

Common Acquisition Contracts

Small business owners are often surprised at the number of contracts necessary to close a business acquisition. While each transaction is unique, here are some of the common legal documents negotiated: Nondisclosure Agreement (NDA): A mutual NDA allo… Read More
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Categories: Acquisitions

Contract Risk Allocation

There is an extensive body of law that describes the types and amounts of damages available if either party breaches a contract. Yet most contracts include terms that allocate more risks to one party, and less risk to the other party. Generally, ther… Read More
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Categories: Business Contracts

Components of a Contract

Contracts are easier to understand if broken down into parts. Unfortunately, those parts (and the labels to identify them) vary greatly from contract to contract. Generally though, business contracts are organized like this: 1. The Beginning of the C… Read More
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Categories: Business Contracts

Nondisclosure Agreements

The most common type of business-to-business contract is the Nondisclosure Agreement (NDA). Why are NDAs important? NDAs permit a company to disclose valuable information to another company, while protecting the confidentiality of that information. T… Read More
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Categories: Business Contracts

What are Reps and Warranties?

Representations and warranties (sometimes called “Reps and Warranties”) appear in many types of agreements. Although similar, representations and warranties have important differences. Representations are statements of present or past facts, whil… Read More
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Categories: Business Contracts

I thought you said…The Importance of Merger Clauses

Imagine this scenario: The President of Company X is negotiating with the President of Company Y to acquire certain assets for $100,000. Negotiations have stalled but both parties want to close the transaction. So President Y tells President X on the… Read More
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Categories: Business Contracts